Good morning. EQB's annual meeting of shareholders is about to begin. Please note that this meeting is being recorded on April 8th, 2026. During the meeting, you can submit questions or comments at any time by clicking on the message icon. We now turn the proceedings over to EQB.
Good morning. My name is Naveen Natarajan, and I'm Director, Credit Risk Management at Equitable Bank. Before we begin today, I make the following statement on behalf of all of us. We acknowledge that EQB occupies offices on Turtle Island, a name that multiple indigenous nations gave to the place more widely known as North America. We gather together today on land that is steeped in rich indigenous history, recognizing the enduring presence of First Nations, Inuit, and Métis peoples. I further acknowledge that all settlers who came willingly to this stolen land are accountable for furthering truth and reconciliation. It's now my pleasure to turn the meeting over to Vincenza Sera, Chair of the Board of EQB.
Thank you, Naveen. Good morning, everyone, and welcome to our annual meeting of shareholders, which I now call to order. Joining me speaking to you today is Chadwick Westlake, President and Chief Executive Officer, and in the audience, we have other members of our board and dedicated executive leadership team. Shareholder engagement is of utmost importance to us, and for that reason, we are hosting this meeting in person and online to enable broad participation. We're very excited to begin a new era of service, growth, and performance at EQB under Chadwick's energetic, incisive, and insightful leadership. Although new to the CEO role, Chadwick has already taken important steps to advance our corporate purpose of driving change in Canadian banking to enrich people's lives, the agreement to acquire PC Financial and partner with Loblaw Companies Limited chief among them.
When complete, the acquisition and partnership will greatly elevate our scale, reach, growth potential, and competitiveness as a leading financial services company, and create even more diversified fee and non-fee revenue streams to sustain our progress through economic cycles. Chadwick will have more to say about the transformative nature of this combination during his remarks. To those comments, I will add that our board is united in the belief that we have the right team with the right skill sets and attitude to be a force for good in our market for years to come. Before moving on to the business of the meeting, a few thoughts on governance matters. Over the past year, the board performed one of its most important duties in identifying Chadwick as a great successor to the late Andrew Moor.
Andrew was a remarkable leader of EQB for 18 years before his tragic passing last June. I speak on behalf of the entire team in saying how much we appreciated and valued Andrew's enormous contributions to our company and the broader Canadian banking industry and mourn the loss of his friendship. CEO succession was led by an ad hoc committee of the board, which was established in 2023 and expertly led by Susan Ericksen. Although Andrew's passing was a shock to us all, the diligent work of that committee over the prior two years ensured that we employed a rigorous, disciplined, and comprehensive approach in our candidate assessments, which is exactly what you would expect and demand from a board in choosing the leader of a Schedule I bank.
During 2025, our company operated in a historically challenging Canadian housing market amid broader macroeconomic environment affected by tariffs and ongoing trade uncertainty. EQB emerged from that experience stronger and more focused, a reflection of effective management by Chadwick's team, good stewardship by our board, and the inherent advantages we'd built together over years to create a risk-aware culture infused with disciplined risk management and controlled process befitting a bank of our stature. It was an eventful year, and I thank all board members for your diligence and good governance. Particular thanks to Michael Emory and Michael Stramaglia, who retire as directors at this meeting after 12 years of dedicated service. I recall when they stood for election to the board for the first time back in 2014.
In introducing them, Austin Beutel, our Chair at the time, said, and I quote, "Based on their clear and relevant knowledge and substantial experience, Misters Emory and Stramaglia are both highly qualified to serve on our board." Austin was right. Over the years, Michael and Michael have made many important contributions to the development of the business you see today. My sincere thanks for their stewardship and enthusiastic participation in EQB's growth and advancement as a challenger force in Canadian financial services. Planned retirements are a natural and healthy part of good governance, especially when accompanied by the recruitment of highly skilled new directors. This year, you are asked to elect three new directors whose experience, qualifications, and reputations for integrity, leadership, and business excellence make them ideally suited to serve.
Joanne Ferstman has more than 35 years of experience and expertise in capital markets, financial reporting, risk management, M&A, and governance. Having served in executive leadership positions with the Dundee Group of companies, a leading financial services organization. John Sullivan's career included 25 years with Cadillac Fairview, one of North America's leading owners, operators, and developers of real estate, where he served as President and CEO, and before that, in senior leadership roles with Brookfield Corporation and Marathon Realty. Mike Pedersen's distinguished career in banking and global financial services includes serving as chair of the board of Business Development Bank of Canada and President and CEO of TD Bank Group's U.S. banking business. He brings more than 35 years of experience and a proven track record of providing governance and strategy oversight during periods of high growth and positive transformation.
Following a successful vote today, Mike will succeed me as Chair, guiding our board forward at a time of tremendous and positive change and growth for EQB. We welcome the arrival of Joanne, John, and Mike. By their very nature, annual meetings provide an opportunity to reflect on the past. As I will retire from the board today after 13 years as a director, my thoughts naturally turn to the accomplishments and changes I have seen because of the diligence, effort, and imagination of our workforce. It has been my pleasure and privilege to play a part in this very productive, value-creating period in our corporate history. As a shareholder, it's also exciting to me to know that we can look forward to more growth and progress in the years to come. That brings me to the final and most important part of my informal remarks.
On behalf of all of us at EQB, I offer my sincere thanks to our employees, customers, partners, and shareholders for your support and trust. We will now move to the formal business of the meeting. As stipulated in EQB's bylaws, as chair of the board, I will act as chair of this meeting, and Michael Mignardi will act as secretary. I appoint Melanie Tong of Odyssey Trust Company to act as scrutineer. I have received an affidavit from Odyssey Trust confirming that the meeting materials were duly mailed to shareholders of record in compliance with applicable securities rules. I have also received proof that notice of this meeting was duly given and that a quorum is present. I therefore declare that this meeting is properly constituted and declare the polls open for voting. We have a few guidelines on how this meeting will proceed.
To facilitate the introduction of motions, EQB has asked several employee shareholders to move and second all motions for shareholder consideration. For the record, approximately three-quarters of our employees are now EQB shareholders, a great alignment of interests. Please keep in mind that only registered shareholders or duly appointed proxy holders can vote on the resolutions to be put to this meeting. The scrutineer's report states that approximately 50.48% of EQB's total issued and outstanding shares have been voted by proxy by both registered and beneficial holders in respect of the matters of the business before the meeting. If you are a shareholder or a proxy holder attending in person and voted in advance, no further action is required.
If you have not yet voted or you already voted but would like to change your vote, please raise your hand, and our scrutineer will provide you with a ballot for each item of business to be voted on today. Completed ballots will be collected by the scrutineer following the last motion. Please ensure that you print your name clearly on the ballot and sign it. If you are a shareholder or proxy holder participating in the online webcast and have not yet voted or wish to change your vote, you can vote by clicking on the Vote tab at the top of your screen. If you voted in advance and do not wish to change your vote, then you do not need to vote again. A simple majority of votes cast in person or by proxy is required to pass each item of business.
We will provide preliminary voting results during today's meeting, and final voting results will be available after the meeting. For shareholders and proxy holders who wish to ask a question on the items being considered today, please raise your hand if you are here in the room, or if you are on the webcast, select the Messaging tab at the top of your screen, type your question, and click Send. Michael Mignardi will read out any questions submitted through the online platform once we have finished with questions from the floor here in Toronto. Questions of a more general nature and not specific to the business of the meeting will be addressed during the Q&A session that follows. I will have more to say about that following Chadwick's presentation later in the meeting.
We will now proceed with the first item of business as set out in the notice of meeting. Copies of EQB's fiscal 2025 consolidated financial statements and the auditor's report on them were made available to shareholders before the meeting. The financial statements can also be found on our EQB investor relations website. We will now take any questions on the financial statements, beginning with those from shareholders or proxy holders in the room. Michael, are there any questions or comments online?
Vin, there are no comments or questions online.
Thank you. We will now proceed with the election of directors. The board of directors has fixed the number of directors to be elected today at 10, and I can confirm that all nominees are eligible for election. I will ask Jeannie Bellefeuille Conn to please read out the names of the director nominees.
Thank you, Madam Chair. My name is Jeannie Bellefeuille Conn, and I am a shareholder and employee of Equitable Bank. I've worked with the bank for seven years and am currently in the role of Director, Technology Delivery. The nominees for election as directors are Susan Ericksen, Joanne Ferstman, Kishore Kapoor, Yongah Kim.
Marcos Lopez, Mike Pedersen, Rowan Saunders, Carolyn Schuetz, John Sullivan, and Chadwick Westlake.
Thank you, Jeannie. You will find information on all nominated directors in the management information circular. I now call upon Imaad Khatri to make the motion for the nomination of directors.
Thank you, Madam Chair. My name is Imaad Khatri. I am a shareholder, and my pronouns are he/him. I am Director, Portfolio Management Commercial Finance Group with Equitable Bank, and I have been with the bank for over six years. It is my pleasure to nominate each of the director nominees as set out in the management information circular for this meeting to be a director of EQB until the close of the next annual meeting of shareholders or until their successor is duly elected or appointed.
Thank you, Imaad. I call on Rashmi Ashok to second the motion.
Thank you, Madam Chair. My name is Rashmi Ashok. I am a shareholder, and my pronouns are she/her. I am the Manager of Public Relations and Communications with Equitable Bank, and I have been with the bank for one year. I second the motion.
Thank you, Imaad, and thank you, Rashmi. The floor is open for any comments or questions on the election of directors. Michael, are there any comments or questions from the webcast?
Vin, there are no comments or questions from the webcast.
Thank you. I declare the nominations closed. The election of directors is the first item to be voted on. If you have not yet voted, all shareholders or proxy holders in the room are asked to please vote now by selecting the option "for" or "withhold" for each individual director. Ballots will be collected after the voting on all matters to be voted upon today after it has concluded. If you are a shareholder or proxy holder and have used your control number to log into the webcast, you may record your vote now if you have not already done so, or if you wish to change your vote if you voted in advance of the meeting. If you do not wish to change your vote, then no further action is required. Our next item of business is the appointment of auditors. Lydia Goleski, would you please make a motion?
Thank you, Madam Chair. My name is Lydia Goleski. I am a shareholder, and my pronouns are she/her. I am an Associate Manager, Total Rewards with Equitable Bank, and I've been with the bank for two years. I move to appoint KPMG LLP as auditors of EQB until the close of the next annual meeting of shareholders at a remuneration to be fixed by the directors.
I now call upon Amanda Naveda to second the motion.
Thank you, Madam Chair. My name is Amanda Naveda. I am a shareholder, and my pronouns are she/her. I am Vice President, Internal Audit with Equitable Bank and have been with the bank for one year. I second the motion.
Thank you, Lydia, and thank you, Amanda. The floor is now open for comments or questions on the appointment of auditors. Michael, are there any comments or questions in the webcast portal?
Vin, there are no comments or questions online.
Thank you, Michael. If you have not yet voted, please vote now by selecting the option "for" or "withhold" for the appointment of KPMG LLP. The next item of business is the advisory resolution on our approach to executive compensation. Although the vote is non-binding, the board considers it to be an important part of shareholder engagement and will take the results into consideration when making future executive compensation decisions. I call on David Lee to make the motion.
Thank you, Madam Chair. My name is David Lee, and I'm a shareholder, and my pronouns are he/him. I am Associate Director, Investor Relations with Equitable Bank, and I've been with the bank for four years. I move that the shareholders accept EQB's approach to executive compensation as disclosed in the management information circular.
Deep Shah, would you please second the motion?
Thank you, Madam Chair. My name is Deep Shah. I am a shareholder, and my pronouns are he/him. I am Senior Product Manager at Equitable Bank, and I have been with the bank for one year. I second the motion.
Thank you, David, and thank you, Deep. The floor is now open for comments or questions on our executive compensation approach. Michael, are there any questions or comments from the webcast?
Vin, there are no comments or questions online.
Thank you. Please vote now by selecting the option "for" or "against." Again, if you have already voted, no further action is required. Thank you. That brings us to the end of the formal business of the meeting, and voting is now closed. Now it's time to hear from our CEO. Before turning the meeting over to Chadwick, you are advised that statements made today may contain forward-looking information about EQB's outlook, objectives, and strategies to achieve them. Details regarding forward-looking statements and non-GAAP financial measures are on the webcast and can also be found in EQB's financial report. Once Chadwick delivers his remarks, we will open the meeting to general Q&A. Now over to Chadwick.
Good morning. Thank you for joining us. It's such a privilege to be before you today as the CEO of EQB at a defining moment for Canada's challenger bank. We've entered a new chapter, and we're deeply focused on taking this organization to its full potential. This is also a unique nation-building moment for Canada, and EQB has a meaningful role to play. As a challenger, we bring customers more choice and change the way they bank for the better. By challenging the status quo with purpose and investment, we don't just help people, we push the whole industry to compete harder and innovate faster. I accepted this role with a clear mandate from the board and from you, our shareholders. To accelerate growth, sharpen execution, and deliver enduring value, while I continue to appropriately manage risk, and we do as a Schedule I bank.
I want to share more about this mandate today. First, I want to recognize those who helped us position EQB for this next phase. Andrew Moor. He spent nearly two decades building a foundation that changed how Canadians think about where and how they experience banking. His impact on EQB and the entire industry is clear and everlasting. I'm grateful to have worked closely with Andrew. His legacy of shaping this company inspires us all. I want to thank our entire board and our retiring chair, Vin. Vin is a rare and special leader whose dedication to EQB over the past 13 years and steady hand as chair these past two years made a tangible difference to us all. Vin, we can't thank you enough for your service and for helping create the conditions for growth going forward. I'm proud to have worked closely with Michael Emory and Michael Stramaglia.
They helped shape our company of today, bringing their best to our deliberations. Thank you both. You'll be missed. Speaking of standard setters, we're delighted to welcome Mike, Joanne, and John to our board. I look forward to collaborating with them for many years, and Mike, with his deep expertise in governance, banking, leadership, and transformation as our new Chair. For a financial services company of this size and growing importance, long-term success depends on having the best talent. I'm proud to say we have a team with the experience and the ambition needed to lead EQB through its next chapter of growth. Anilisa Sainini joined to serve as our Chief Financial Officer and has had a remarkable start.
Anilisa is uniquely qualified for this important role, and in her first couple of quarters, we've already recognized her impact, recently promoting Anilisa to Executive Vice President, and we added oversight of the treasury function. The leadership of EQB moving forward is strong and growing stronger. We recently announced the addition of another star, an experienced and innovative senior leader joining from CIBC, Daniel Rethazy, to be our Executive Vice President and Head of Personal Banking, bringing together all the elements of these business lines and distribution channels under one proven and experienced banker. Daniel's here today and just started with us officially on Monday this week. Recognizing our growing complexity and ambition, we also elevated other members of the senior team to shape a more refined structure.
Marlene Lenarduzzi, Darren Lorimer, and Gavin Stanley, all of whom played a critical role in steering EQB forward last year, are now Executive Vice Presidents. Thank you to our full Executive Leadership Team. That also includes Dan Broten, Tim Charron, Isabelle Farrella, Janet Lin, Michael Mignardi, Dipti Patel, and David Wilkes, all EQB veterans, for your many contributions last year and many more to come. To every one of our teammates, our colleagues across our extraordinary company, thank you. Your resilience and commitment over the past year have literally been simply remarkable. Thank you. Before looking at our plans, I want to reinforce that our business is built for the long term. While 2025 was historically more difficult for the reasons Vin outlined, we remain resilient with a significant growth agenda.
Our 10-year total shareholder return, as at the end of Q1, was nearly 400%, the second highest among Canadian banks and one of the top in North America. In an early recognition for our announced agreement to acquire PC Financial, shareholders spoke with EQB delivering the highest share price return among Canadian bank peers over the past 15 years, measured 45 days following the announcement of a CAD 500 million-plus acquisition. There were more bright spots in 2025, including the addition of over 94,000 EQ Bank customers, the launch of the EQ Bank small business offering, and in October, news that our EQ franchise was selected as the top bank in Canada and North America by "The Financial Times' Banker" magazine.
In assuming my role as CEO, my first goal was to sharpen our focus and take immediate action to bring EQB back on the path to winning while listening carefully to our employees, customers, partners, and shareholders regarding their expectations. My first task was restoring efficiency as a competitive advantage, the foundation for our traditionally high return on equity. We moved quickly to reset our cost structure, enhancing our first-ever restructuring program, which refocused the organization on doing a few big things well. You're already seeing the early results.
In the first quarter of 2026, compared to the fourth quarter of 2025, improvements in adjusted EPS were driven by a meaningful improvement in our efficiency ratio amidst the tough top-line growth environment, lower PCLs, and the positive impacts of our buyback activity. Importantly, our ROE increased 360 basis points, moving us closer to our traditional and medium-term objective of 15%-17%. We also expanded loans under management and continue to add more customers every day. This is not the destination, but an important sign of early progress on our journey that will not be linear. Now let's talk about our plans to challenge ourselves and the industry at a higher level, and why this is a great time to do so. Canada's banking system, it's strong, trusted, and stable. It's not as competitive, innovative, or responsive as it needs to be.
That creates an opening for a Schedule I bank challenger. More Canadians are rightfully asking harder questions about their banking relationships. They are becoming more price sensitive, more digitally fluent. While switching banks is at lower rates, we do believe our fellow Canadians will switch if there are visible, tangible alternatives that help them better manage and improve their financial health. At the same time, policymakers are more focused on presenting better options and outcomes for financial services consumers. We saw this with the federal government's first budget. We applaud and are encouraged by their strong messaging on more competition, innovation, and open banking. That seriousness has been reflected in the conversations we've had with policymakers. They want strong, dynamic, growing Canadian institutions, which happens to be exactly what EQB is today.
This is only going to expand and grow dramatically when the federal government approves our announced agreement for PC Financial. The combination of this integrated customer expectations, and heightened customer expectations, and policy focus matters. It means the environment, it's shifting in ways that favor those who can move quickly, operate efficiently, and deliver better value. In an industry long defined by a small number of large institutions, having an impact requires having scale, and now we have a path to sufficient scale to positively impact market dynamics. More than a step, we're about to take a leap with our agreement to acquire PC Financial and partner with Loblaw Companies. This changes everything for our growth profile.
It will enable us to serve our purpose with tremendous customer reach, new products, including the PC MasterCard portfolio, one of Canada's largest and most recognized portfolios, and it will finally elevate EQ Bank to become a visible choice in our country and a household name. On day one of this combination, we will immediately quadruple our customer base to about 3.3 million, nearly double our revenue, add new distribution channels, and we will be the exclusive financial partner for the 17 million member PC Optimum program. We will gain a very experienced set of leaders and talented group of employees, driven by the same shared mindset of improving Canadians' lives through their commitment to helping Canadians live life well. This creates something fundamentally different in the Canadian market.
A challenger-built, loyalty-linked banking ecosystem that can compete directly and serve millions more Canadians, delivering better outcomes for both customers and shareholders. By bringing together everyday banking, lending, payments, home and auto insurance, and importantly, loyalty into a single integrated ecosystem, we are creating the foundation for deeper, more durable, full-service customer relationships. This is very much a long-term collaboration, and it's great to see our partner at Loblaw set to become our largest shareholder. It's a sign they're as committed as we are in delivering a higher purpose for our country. I want to thank the leadership team at George Weston and Loblaw Companies for recognizing the enormous potential of this combination and working together to make it a reality.
We are working hard to secure regulatory approval as quickly as possible to help build an even more resilient banking system with greater competition and choice every day for Canadians. We've consistently viewed diversification as both a key driver of growth and natural hedge against economic cycles. As we look to the future, select and focused diversification remains at the forefront. PC Financial, for example, represents a step change in diversification for our revenue base, adding significant fee-based transaction income and reducing reliance on spread-based fee, that interest income. The high-quality nature of our lending book must also be acknowledged for its relatively low risk profile. Our lending portfolio is conservatively structured, with 85% of our commercial loans under management being insured. Our status as a Schedule I bank reinforces that solid risk foundation.
We operate with strong capital ratios, disciplined provisioning, and a liquidity profile designed to perform across a range of scenarios. We actively manage interest rate risk, credit concentration, and funding mix to ensure stability across changing market conditions. Alongside step change in scale, we intend to strengthen the core of our bank. Daniel, as our new head of personal banking, and Darren, our long-standing head of commercial banking, will be extremely focused on that respectively. We're investing with intention in our reverse mortgage business, where we continue to gain market share with a competitive offering. At the same time, in our single-family residential business, we're focused on deepening relationships with borrowers to drive retention, while continuing to engage closely with our important broker partners. We're making foundational investments in EQ Bank, one of our most recognizable core businesses now, serving more than 633,000 customers.
This will help us deepen primary relationships and drive efficiencies across both retail and small business segments. We're advancing our commercial banking platform, including the recent launch of our proprietary loan management system with integrated AI capabilities. We're aligning our technology, operations, and product teams more closely to accelerate delivery and improve customer outcomes. In all of this, focus is paramount. We will not aim to replicate others, and we will not aim to be all things to all people. We will focus on the few big things where we can compete and innovate, aligned to our purpose, where we have a competitive advantage, where we can and intend to win. That includes our Concentra Trust operations, supporting credit unions, and ACM Advisors, which continues to be a clear winner in alternative asset management. We will be deliberate about where we allocate our capital.
We will be rigorous in how we measure performance, and we will hold ourselves accountable for delivering results. 2025 is behind us. Our strategies to manage core and emerging risks are effective. Our credit loss provisioning is appropriate, and we remain well capitalized and liquid, even against severe but plausible scenarios. We're committed to returning to our historical level of profitability, as dictated by our return on equity North Star. We're unlocking new growth opportunities and our full potential. We'll discuss this more when we get to our investor day, a date we will confirm soon, once we have more clarity of the timing for the regulatory approval for PC Financial, as it's important to do this only after the deal has closed.
I look forward to standing at next year's meeting, located next time at our new EQ Bank corporate headquarters tower at 25 Ontario Street, to report on the progress we have made for you and all Canadians. Thank you.
Thank you, Chadwick. Now it's time for question period. We will first open the floor to shareholders and duly appointed proxy holders in attendance here in Toronto before moving to questions submitted in the online portal. If you have a question, please raise your hand so a microphone can be provided. State your name and whether you are a shareholder or a proxy holder. Do we have any questions? Now it's time for questions from our virtual audience. Oh, sorry.
Hi. Good morning. My name is Daniel Engels, and I'm a shareholder. I have a question. In Chadwick's presentation, you mentioned that when the deal closes with PC Financial, the Weston group will be the largest shareholder, I think you said that, of EQB. Can you just maybe elaborate a little bit on that and indicate the percentage, the piece, that the Weston group will have of EQB? My understanding is with Schedule I banks, there's a maximum that any single shareholder can own of 10%, I think. Does that affect EQB? Those are my questions.
Here. Chadwick.
Come here.
I'll come up. Thank you very much for coming. I really appreciate your support and your ownership of the company that we all believe deeply in. For your question on share ownership, George Weston and Loblaw Companies, what we shared publicly is at closing of the transaction, in exchange for the assets, they would get in exchange 17% ownership in us. Then they have the right and the ability to buy up to 25%, and that's under a 4-year ceiling. They are permitted to do that under the Bank Act. We do have three shareholders now that own more than 10% of our company. They will become the largest. That's the anticipation when they buy up in the open market up to 25%, but that is the cap we have at this point in time. Does that answer both questions? Yeah. No, thank you very much.
Really appreciate it.
For those who wish to ask a question in the portal, please select the messaging icon at the top of your screen, type your message in the text box, and state whether you are a shareholder or a proxy holder. Once you've finished typing your questions, click Submit. At our end, Michael will summarize your question, read aloud your name, and if applicable, the entity you represent. If your question has already been asked by another shareholder and answered, we will move to the next question. Michael, do you have any questions in the portal?
Vin, there are no questions in the portal.
Great. As there are no further questions, that means there's just one item left remaining. We have now received preliminary voting results from the scrutineer. Their report states that 50.48%, or 36,949,606 of EQB's outstanding common shares were voted at this meeting. The shareholders who voted by proxy or ballot have voted as follows. On the election of directors, over 96.5% of the votes cast at this meeting were voted in favor of each of the 10 nominees named in the management information circular, and I therefore declare each nominee is elected as a director of EQB until the close of the next annual meeting of shareholders or until their successor is elected or appointed. On the appointment of auditors, 95.1% of the votes cast were in favor of the appointment of KPMG LLP as auditors of EQB.
I therefore declare KPMG LLP has been appointed auditors of EQB for the 2026 fiscal year. The advisory resolution on our approach to executive compensation received over 96.6% for. I therefore declare the advisory vote is approved. Final voting results will be available after the meeting via press release and on our website. We appreciate your interest in EQB, and on behalf of the board, I thank you for participating and remind you that our door is always open for shareholder engagement during the year. I now declare the meeting terminated. Thank you.